Summary of FAMILY DOLLAR STORES INC

Item 5.02(e). Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Fiscal 2010 Named Executive Officer Compensation.

At its meeting held on October 13, 2009, the Compensation Committee approved fiscal year 2010 annual compensation packages for the Company's principal executive officer ("PEO"), principal financial officer ("PFO") and the three most highly compensated executive officers other than the PEO and PFO who were serving as executive officers of the Company at the end of the Company's fiscal year ended August 29, 2009 (collectively, "named executive officers"), as follows:

                    Name                       Base Salary (1)    Target Cash      Stock           Target
                                                                  Bonus Award     Options        Performance
                                                                  (% of base        (2)         Share Grants
                                                                 compensation)               (Fiscal 2010 - 2012
                                                                      (2)                        Performance
                                                                                                 Period) (2)
Howard R. Levine,                                $1,000,000            100%      172,415                49,486
Chairman of the Board and Chief Executive
Officer (PEO)
R. James Kelly,                                   $710,000              75%      125,520                36,026
President and Chief Operating Officer
Charles S. Gibson, Jr.,                           $405,000              55%       27,590                 7,918
Executive Vice President - Supply Chain
Dorlisa K. Flur,                                  $405,000              55%       27,590                 7,918
Executive Vice President - Chief
Merchandising Officer
Kenneth T. Smith,                                 $300,000              40%       13,795                 3,959
Senior Vice President - Chief Financial
Officer (PFO)

(1) Increases to base salaries effective retroactive to August 29, 2009.

(2) Pursuant to the Company's 2006 Incentive Plan.

As a result of her promotion to Executive Vice President - Chief Merchandising Officer in August 2009, Ms. Flur was also awarded an additional 726 performance share rights for the fiscal 2008 - 2010 performance period and 1,452 performance share rights for the fiscal 2009 - 2011 performance period.

The foregoing does not constitute a complete summary of the compensation terms of the named executive officers and reference is made to the following Company plans with respect to various aspects of the compensation packages awarded to each named executive officer: (i) Family Dollar Stores, Inc. 2006 Incentive Plan (filed as Exhibit 10.4 to the Company's Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on January 7, 2009); (ii) Family Dollar Stores, Inc. 2006 Incentive Plan Guidelines for Long-Term Incentive Performance Share Rights Awards (filed as Exhibit 10.1 to this filing); (iii) Family Dollar Stores, Inc. 2006 Incentive Plan 2006 Non-Qualified Stock Option Grant

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Program (filed as Exhibit 10.3 to the Company's Form 8-K filed with the SEC on January 25, 2006); and (iv) the Family Dollar Stores, Inc. 2006 Incentive Plan Guidelines for Annual Cash Bonus Awards (filed as Exhibit 10.2 to this filing).

Amendment of Guidelines for Long-Term Incentive Performance Share Rights Awards and for Annual Cash Bonus Awards, each as adopted pursuant to the Company's 2006 Incentive Plan.

At its meeting held on October 13, 2009, the Compensation Committee amended the 2006 Incentive Plan Guidelines for Long-Term Incentive Performance Share Rights Awards (the "PSR Guidelines") to (i) provide that a team member will not be granted a target performance share rights award for any performance period that will lapse within six months from that team member's date of hire; (ii) to ensure compliance with certain provisions of Section 162(m) of the Internal Revenue Code; and (iii) to clarify the timing of payments made to certain eligible participants under the PSR Guidelines.

The Compensation Committee also amended the Family Dollar Stores, Inc. 2006 Incentive Plan Guidelines for Annual Cash Bonus Awards(the "Cash Bonus Awards Guidelines") to clarify the timing of payments made to certain eligible participants.

The foregoing does not constitute a complete summary of the PSR Guidelines or the Cash Bonus Awards Guidelines and reference is made to the complete text of the PSR Guidelines, which are attached hereto as Exhibit 10.1, and the Cash Bonus Awards Guidelines, which are attached hereto as Exhibit 10.2, both of which are incorporated herein by reference.